The source confirmed an earlier Wall Street Journal report that
Yahoo's management believes the Microsoft offer, which would
bring together two top names in online computing, massively
undervalues Yahoo.

The Journal said Yahoo's board also believes the Microsoft
offer, at 31 dollars per share, does not account for risks
facing Yahoo if it pursues a deal that might be ultimately
blocked by government regulators.

"Yahoo's board believes that Microsoft's is trying to take
advantage of the recent weakness in the company's share price to
'steal' the company," the newspaper said on its website, citing
an unnamed source.

"Yahoo's board appears to be betting that Microsoft doesn't want
to 'go hostile' and try to acquire the company against the
wishes of management and the board," it said.

On February 1 Microsoft unveiled its 44.6 billion dollar offer
to take over Yahoo, in an effort to merge the world's biggest
software company with a major Internet player to take on search
and advertising juggernaut Google.

Google earlier condemned Microsoft's effort as an attack on the
very independence of the Internet.